Client Services Agreement

Last updated: 14 June 2020

These terms are an integral part of the Terms of Service and together with the General Legal Terms, the Website Use Terms, Fees & Payments Processes and the Privacy Policy, form the Client Services Agreement between you (the “Client”), and XpertReach

1. SERVICES

• Client acknowledges that once you are Registered and verified for use of the Platform Services, you may post your business or project requirements or full-time role requirements, inviting applications from prospective consultants or employees (“Consultants” or “Professionals”), to search for and review consultants or professionals, review applications, interview and communicate with consultants and professionals and to select consultants or professionals for Projects or Roles with the purpose of hiring them for projects or full-time work.

• You agree to provide the required information and documentation to complete the Know Your Customer ("KYC") requirements. You acknowledge and agree that a failure to meet KYC requirements may limit your access to the Platform services; and that you will not be able to post projects, roles or transact using the services. You acknowledge and agree that XpertReach may at its discretion, suspend or terminate any account where KYC requirements have not been met, and that this is required to meet regulatory requirements and in order to protect the Platform, other users, and prevent any mis-use or fraud. 

• Once you select a Consultant for a Project, you are recommended to enter into a written agreement with the Consultant, detailing the terms of agreement including the scope, deliverables and fees to be paid for the project work. The agreement and fees to be paid must be recorded and uploaded on the Platform for future reference, updates, payment requests, cancellations, refunds and dispute resolution. Similarly, any Offer Letter for full-time role should be notified to XpertReach with the key terms

2. FEES

• Fees for Projects and Services:

  • Clients agree to pay for the applicable Services, and to pay the Consultants Fees for any Project awarded to the Consultant to work on, in accordance with the Contract entered into between you and the Consultant and the Terms of this Agreement;

• Subscription Fees:

  • XpertReach may introduce subscription based plans from time to time;

  • You are not obligated to take any paid subscription plan;

  • Services and Fees applicable may vary based on the subscription plan as detailed under the General Legal Terms

• Consulting Services:

  • Clients do not pay any fees to XpertReach for use of the Services for engaging Consultants, unless the Consultant is engaged under a specific contract and terms agreed with XpertReach, for example, such as for a "managed engagement";

  • The Consultant and the Client must record on the Platform and notify XpertReach of the key terms of engagement (such as Project start / commencement, Project end date, conclusion of Project and fees (Project Fees) payable to the Consultant), prior to the commencement, or immediately following commencement, of the Project.

  • The Client and Consultant are required and obligated to use the XpertReach Services to pay and receive payments for their work. Payment will be processed as specified in the Engaged Consultant’s Payment Request and as agreed upon by the Engaged Consultant and the Engaging Client. By using the Services, you agree to pay the Consultant the amount agreed or reflected in an undisputed final invoice;

• Recruitment and Placement: For Clients use of the Services for recruitment / appointment of a Professional on a full-time basis, a placement fee is payable as detailed under “Placement Fees” below.

• Placement Fees: In  case of a full-time placement a placement fee of 15% (Fifteen Percent) shall be payable on the total fixed compensation agreed between the Candidate and the Client, unless as specified in any separate placement services agreement signed between the Client and XpertReach. The total fixed compensation shall be the fixed salary plus benefits and emoluments as detailed in the signed Offer Letter (“Compensation”). The amount of Placement Fee is payable within 15 days of the joining date of the Candidate. The Client must provide XpertReach a copy of the signed Offer Letter at the time of acceptance of Offer by the Candidate;

• Replacement Period: In the event the Candidate resigns within 90-days, the Client will request a replacement candidate, and the date of intimation to XpertReach for a replacement candidate shall be no later than 30-days after the last date of employment. XpertReach will find a replacement candidate for the Client at no additional cost. If a suitable replacement candidate is not found within 90-days of the Candidates last date of employment (or date of intimation to XpertReach to initiate search for replacement, whichever is later), XpertReach will refund the placement fee to the Client;

• Recruitment of Consultant: In certain circumstances, a Client may wish to hire a Consultant, previously hired using the Services, on a full-time basis. In such case, if the Exclusivity Period is applicable, the Client agrees that it will notify XpertReach immediately of any Placement or Job or Fixed Fee Contract, or any other Offer for work by whichever name called, and agrees that the “Placement Fee” as detailed above will be payable to XpertReach, on the Compensation as detailed in the Offer Letter from the Client.

3. FEES AND PAYMENTS

• The payment terms and procedures may vary from assignment to assignment and from client to client. Each assignment may be governed by a separate agreement which will be drafted and agreed between the interested parties from time to time.

• Payment of Project Fees and Service Fees will be subject to the processes as detailed in “Fees and Payment Processes”

• Promo Codes:

  • XpertReach may introduce Promo Codes offering clients a discount on any project.

  • XpertReach retains the right to limit the use of any such Promo Code for specific values, or categories of work, or client at its sole discretion; and retains the absolute right to withdraw or terminate any Promo code without prior notice at its sole and absolute discretion, without assigning any reasons thereof

4. Client Accounts and Responsibilities

• You represent that you are duly authorised to open an account with the Services on behalf of  your business or organisation, are duly authorised to enter into contracts and to make payments, and that your business or organisation agrees to be bound by these terms and conditions.

• You represent that there are no restrictions on you opening an account with the Services and using the Services and have obtained all necessary consents or waivers to participate as a User;

• Project set-up and Scope:

  • Clients are free to register for an account, and subject to approval are free to post projects for applications or proposals from consultants, search, screen, and select consultants via the Platform services or with the support of our engagement team, in line with the services you have agreed with XpertReach. Consultants are free to accept or decline Projects at their discretion, and may be subject to existing obligations, work commitments, existing project or employment related restrictions. You agree to respect these conditionality's, to the extent these are known to you;

  • Clients agree to not ask Consultants for any advice or recommendations on financial matters, stocks, investments, ratings, securities, financial planning, legal, medical, accounting without first ensuring the Consultant holds all necessary qualifications and licences and you have the appropriate agreement and terms of engagement in place;

  • Clients are free to use and apply any opinions and insights delivered to them as a part of any Project via the Platform. Clients may not identify or quote Consultants or attribute insights or opinions to Consultants or XpertReach without the prior written consent of the Consultant or XpertReach (as applicable);

  • Clients must ensure that any requirements for insurance including professional indemnity, public liability and/or workers’ compensation, in respect of any Project are addressed in your agreement / contract with the Consultant. XpertReach will not be responsible for any liabilities occurring as a result of your agreement with the Consultants and will not be a liable for any claims resulting from any Project;

• Client conduct:

  • Clients must act with the utmost professionalism and courtesy in any dealings with Consultants and XpertReach.

  • When using XpertReach Services, Clients must:

  • provide clear, accurate and complete details in describing the project

  • review, enquire and generally satisfy yourself that the matched Consultants meet your requirements, including any requirements with regards to intellectual property

• You may use the Services only in strict accordance with these Terms, and you agree that you will not use the XpertReach Services to compete directly or indirectly with XpertReach or any of the XpertReach Services.

5. ENTIRE AGREEMENT AND PREVIOUS CONTRACTS

• You, (the “Client”) and We (“XpertReach”) agree with each other that this Client Services Agreement, together with any documents referred herein, constitutes the entire agreement and understanding between us and replaces and supersedes any previous arrangement, understanding or agreement between us relating to any assignment (which is hereby deemed to be terminated by mutual consent).

6. NON CIRCUMVENTION

• Client agrees and commits that all Consultants introduced to the Client by or via XpertReach or XpertReach Platform or Services shall continue to be accessed by the Client solely via the XpertReach Platform or other XpertReach channels. The Client agrees that receiving a Proposal from a Consultant is an "introduction" and such Consultant is an "introduced Consultant". The Client agrees not to deal directly with any Consultant introduced to the Client, unless specifically agreed to with XpertReach in writing, in exceptional cases where a direct engagement is required for confidentiality purposes. Client further agrees not to circumvent or attempt to circumvent XpertReach, in any of its dealings with the introduced Client; and to ensure that all dealings, projects and payments are made exclusively using the XpertReach Platform or Services. All agreements for projects or work with introduced Consultants must be notified to XpertReach and on the Platform; and all will be subject to the Service Fees as detailed in the Terms of Service and the Services Agreement;

• In the event of any Consultant suggesting or attempting to circumvent XpertReach by asking the Client to deal directly with the Consultant outside the XpertReach Platform, the Client shall promptly notify XpertReach of the same, no later than 3 days from the date of such attempt or suggestion to circumvent.

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